Your Directors have pleasure in presenting the Twenty Fifth Annual report on thebusiness and operations of the Company together with Audited statements of accounts forthe year ended 31st March 2019.
The summarised financial results of the Company are given here under:
| ||Current Year ||Previous Year |
| ||(Rs.) ||(Rs.) |
|Profit before Interest Depreciation & taxes ||(1281601) ||5562410 |
|Less: Finance Charges ||61471 ||1720 |
|Profit / (Loss) before Depreciation & Taxes ||(1343072) ||5562410 |
|Less: Depreciation ||11028 ||11028 |
|Profit/(Loss) Before Provision & Taxes ||(1354100) ||5551382 |
|Add/(Less) : || || |
|Current Tax ||- ||(1080000) |
|Deferred Tax ||3116 ||(7973) |
|Income Tax for the previous year ||- ||- |
|Profit/(Loss) after Tax ||(1357216) ||4463409 |
|Transfer to Reserve Fund ||- ||892682 |
|Interest on Income Tax ||- ||19457 |
|Balance brought forward from last year ||2711259 ||(840011) |
|Balance Carried to Balance Sheet ||1354043 ||2711259 |
With a view to conserving resources and building up reserves your Directors do notrecommend payment of Dividend for the year.
STATE OF COMPANY AFFAIRS
Your directors are hopeful that the performance of the Company will improve in thecoming year.
The general business conditions affecting business are expected to remain stable andcompany is expected to perform well.
The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.
TRANSFER TO RESERVES
The Company did not transferred any amount to the Reserve Fund owing to loss.
MEETINGS OF BOARD OF DIRECTORS
During the financial year ended 31st March 2019 6 Board Meetings were held on 10thApril 2018 30th May 2018 13th August 201814th November2018 13th February 2019and 1st March 2019.The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
Attendance of directors at the Board Meetings [Whether attended (Yes/No)]:
|Board Meeting Date ||Mr. Sanjay Agarwal ||Mr. Keshav Kumar Saraf ||Mr. Bhola Nath Manna ||Ms. Mamta Sharma |
| ||(DIN- 00571217) ||(DIN- 00595594) ||(DIN- 03345433) ||(DIN- 07080870) |
|10th April 2018 ||Yes ||Yes ||Yes ||Yes |
|30th May 2018 ||Yes ||Yes ||Yes ||Yes |
|13th August 2018 ||Yes ||Yes ||Yes ||Yes |
|14th November 2018 ||Yes ||Yes ||Yes ||Yes |
|13th February 2019 ||Yes ||Yes ||Yes ||Yes |
|1st March 2019 ||Yes ||Yes ||Yes ||Yes |
|TOTAL ||6 ||6 ||6 ||6 |
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System which has been designed to provide areasonable assurance with regard to maintaining of proper accounting controls monitoringof operations protecting assets from unauthorized use or losses compliance withregulations and for ensuring reliability of financial reporting.
AUDITORS AND AUDITORS' REPORT
Auditors' Report contains no remark requiring explanation.
At the 20th Annual General meeting held on September 30 2014 the members hadappointed M/s. B.P.Agarwal and Associates Chartered Accountants Kolkata havingregistration number 316155E as the statutory auditors of the Company for a period of 5years upto March 31 2021 subject to them ratifying the said appointment at every AGM.The Company has received a confirmation from M/s B.P.Agarwal and Associates CharteredAccountants to the effect that their appointment if made at the ensuing AGM would be interms of Sections 139 and 141 of the Companies Act 2013 and rules made there under. Theboard proposes to the members to ratify the said appointment of M/s B. P. Agarwal Agrarwaland Associates Chartered Accountants.
Mr. Bhola Nath Manna Director of the Company retires by rotation and being eligibleoffers himself for re-appointment. The Board recommends his reappointment at the ensuingAnnual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7)of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149 (6).
ANNUAL EVALUATION BY THE BOARD
The Board has made a formal evaluation of its own performance and that of itscommittees and individual directors as required under Section 134(3) (p) of the CompaniesAct 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Since the Company is a Non Banking Finance Company the disclosure regardingparticulars of loans given guarantees given and security provided is exempt under theprovisions of Section 186 (11) of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no related party transactions during the year and henceforth particulars ofevery contract or arrangements entered into by the Company with Related Parties referredto in Section 188(1) of the Companies Act 2013 in Form AOC-2 prescribed under theCompanies (Accounts) Rules 2014 is not attached.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES
The Company did not have any employee during the financial year hence disclosure underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
The company has no activity relating to conservation of energy or technologyabsorption details of which are required to be furnished in this report as per theprovision of Section 134 (m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014
FOREIGN EXCHANGE EARNING & OUTGO
There were no foreign exchange earning and outgo during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c)and 134(5) of the Companies Act 2013with respect to Directors' Responsibility Statement the Directors hereby confirm that:-
(i) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
(iv) the Directors have prepared the annual accounts of the Company on a 'goingconcern' basis.
(v) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
(vi) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
RISK MANAGEMENT POLICY
The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.
EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return as on the financial year ended 31st March 2019 in FormMGT 9 is annexed hereto and forms a part of this report and is also hosted on theCompany's website www.steptwo.in.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATEGOVERNANCE
Pursuant to the Listing Regulations a separate section titled 'Corporate Governance'has been included in this Annual Report along with the Reports on 'Management Discussionand Analysis' and 'General Shareholder Information'.
All Board members and Senior Management personnel have affirmed compliance with thecode of conduct for FY 2018-2019. A declaration to this effect signed by the Whole-timeDirector of the Company is included in this Annual Report.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Navneet Jhunjhunwala of M/s N.Jhunjhunwala & Associates a firm ofCompany Secretaries in Practice (FCS No.6397 CP No.5184) to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith. The same does notcontain any qualification reservation or adverse remark or disclaimer.
Your Directors wish to convey their gratitude to the Company's clients BankersBusiness Associates Shareholders well wishers and employees for their valued and timelysupport and advice to your company during the year & look forward to their continuedsupport.
|Place : Kolkata ||For and on behalf of the Board |
|Dated : 30.05.2019 ||Bhola Nath Manna (DIN- 03345433) |
| ||Sanjay Agarwal (DIN- 00571217) |
| ||Directors |